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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________
Amendment No. 8
to
SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
_________
NALCO CHEMICAL COMPANY
(Name of Subject Company)
_________
SUEZ LYONNAISE DES EAUX
LYONNAISE AMERICAN HOLDING, INC.
LEO HOLDING COMPANY
H2O ACQUISITION CO.
(Bidders)
_________
Common Stock, par value $0.1875 per share
(Including the Associated Preferred Stock Purchase Rights)
and
Series B ESOP Convertible Preferred Stock, par value $1.00 per share
(Title of Class of Securities)
_________
Common Stock: 629853102 Series B ESOP Convertible Preferred Stock: None
(CUSIP Number of Class of Securities)
_________
Patrice Herbet
Suez Lyonnaise des Eaux
1, rue d'Astorg
75008 Paris
France
011-33-1-40-06-64-00
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)
_________
Copy to:
Kevin Keogh
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
(212) 819-8200
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<PAGE>
This Amendment No. 8 amends and supplements the Tender Offer Statement
on Schedule 14D-1 filed on July 1, 1999 (as amended and supplemented, the
"Schedule 14D-1") relating to the offer (the "Offer") by H2O Acquisition Co.
("Purchaser"), a Delaware corporation and an indirect wholly owned subsidiary of
Suez Lyonnaise des Eaux, a societe anonyme organized and existing under the laws
of the Republic of France ("Parent"), to purchase all of the issued and
outstanding shares of common stock, par value $0.1875 per share, including the
associated preferred stock purchase rights (the "Common Stock"), and all of the
issued and outstanding shares of Series B ESOP Convertible Preferred Stock, par
value $1.00 per share (the "ESOP Preferred Stock"), of Nalco Chemical Company, a
Delaware corporation (the "Company"), at a price of $53.00 per share of Common
Stock and $1,060.00 per share of ESOP Preferred Stock, net to the seller in
cash, without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 1, 1999 and the related Letter of
Transmittal, as they may be amended from time to time. On October 18, 1999,
Parent contributed all of the issued and outstanding shares of Purchaser to
Lyonnaise American Holding, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("LAH"). LAH transferred all of the issued and outstanding
shares of Purchaser to Leo Holding Company, a newly created Delaware corporation
("Leo"), in exchange for all of the issued and outstanding shares of Leo. The
item numbers and responses thereto below are in accordance with the requirements
of Schedule 14D-1. Capitalized terms used herein and not otherwise defined have
the meanings ascribed thereto in the Offer to Purchase.
Item 2. Identity and Background.
Item 10(a)-(d), (g) is hereby deleted and replaced as follows:
H2O Acquisition Co., a Delaware corporation ("Purchaser"), is a wholly
owned subsidiary of Leo Holding Company, a Delaware corporation ("Leo"). Leo is
a wholly owned subsidiary of Lyonnaise American Holding, Inc. ("LAH"), a
Delaware corporation and a wholly owned subsidiary of Suez Lyonnaise des Eaux, a
societe anonyme organized and existing under the laws of the Republic of France
("Parent"). The information set forth in the Offer to Purchase under Section 8
("Certain Information Concerning Purchaser and Parent") is incorporated herein
by reference as amended hereby. The name, business address, present principal
occupation or employment and material occupations, positions, offices or
employment during the last five years and citizenship of the directors and
executive officers of Purchaser and Parent are set forth in Schedule I to the
Offer to Purchaser and are incorporated herein by reference. The name, business
address, present principal occupation or employment and material occupations,
positions, offices or employment during the last five years and citizenship of
the directors and executive officers of Leo and LAH are set forth in Schedule II
(incorporated below) and are incorporated herein by reference.
Item 10(e), (f) is hereby amended and supplemented as follows:
During the last five years, none of Leo or LAH or to the best of their
knowledge, any of the persons listed in Schedule II (incorporated below) has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject, to federal or state securities
laws or finding any violation of such law.
SCHEDULE II
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS OF
LYONNAISE AMERICAN HOLDING, INC. AND LEO HOLDING COMPANY
1. Directors and Executive Officers of Lyonnaise American Holding, Inc.
Set forth below is the name, present principal occupation or employment
and material occupations, positions, offices or employment for the past five
years of each member of the Board of Directors and each executive officer of
Lyonnaise American Holding, Inc. ("LAH"). The principal address of LAH and,
unless indicated below, the current business address for each individual listed
below is c/o Suez Lyonnaise des Eaux, 1, rue d'Astorg, 75008 Paris, France.
Telephone 011-33-1-40-06-64-00. Each such person is, unless indicated below, a
citizen of France. Directors are identified by an asterisk.
<TABLE>
<CAPTION>
Name and Current Business Address Age Present Principal Occupation or Employment;
Material Positions Held During the Past Five Years
<S> <C> <C>
Jerome Monod* 69 Chairman of the Board, Lyonnaise des Eaux (1980-1997); Chairman
of the Supervisory Board, Suez Lyonnaise des Eaux (1997-2001);
Chairman, Lyonnaise American Holding, Inc. (1980-present).
Philippe Brongniart* 60 Member of the Executive Board, Suez Lyonnaise des Eaux
(1997-present); Director, H2O Acquisition Co. (1999-present);
Director and President, Lyonnaise American Holding, Inc.
(1993-present); President and Director, Leo Holding Company
(1999-present); Executive Vice President, Lyonnaise des Eaux
(1993-1997).
Jean Michel Brault* 51 Director and Executive Vice President, Lyonnaise American
c/o United Water Services Holding, Inc. (1997-present); Vice President-North America, Suez
200 Old Hook Road Lyonnaise des Eaux (1994-present); Vice Chairman and Chief
Harrington Park, NJ 07640 Executive Officer, United Water Services LLC (1997-present);
Chairman and Chief Executive Officer, United Water Services
Canada L.P. (1997-present); Chairman and Chief Executive Officer,
United Water Services Mexico LLC (1997-present); Director and
President, LAH Acquisition Co. (1999-present); Vice President -
Business Development, GTM International (Suez Lyonnaise des Eaux
subsidiary) (1992-1994).
Thierry Bourbie* 46 Director and Vice President, Lyonnaise American Holding, Inc.
(1998-present); Director, United Water Resources Inc.
(1996-present); President of the International Water Division,
Suez Lyonnaise des Eaux (1996-present); Director of French Water
Operations, Lyonnaise des Eaux (1994-1996); Chief Executive
Officer and Chairman, Lyd Informatique (Suez Lyonnaise des Eaux
subsidiary) (1994-1996); Chief Executive Officer and Chairman,
Apic Syst (Suez Lyonnaise des Eaux subsidiary) (1991-1995);
Director, Sociedad General de Aguas de Barcelona, S.A.
Joseph V. Boyle* 51 Director, Lyonnaise American Holding, Inc. (1997-present); Vice
c/o United Water Services President - Finance and Treasurer, Lyonnaise American Holding,
200 Old Hook Road Inc. (1994-present); Vice President, Treasurer and Director -
Harrington Park, NJ 07640 Financial Analysis, United Water Services LLC (1997-present);
Vice President, LAH Acquisition Co. (1999-present). American
Citizen.
</TABLE>
2. Directors and Executive Officers of Leo Holding Company
Set forth below is the name, present principal occupation or employment
and material occupations, positions, offices or employment for the past five
years of each member of the Board of Directors and each executive officer of Leo
Holding Company ("Leo"). The principal address of Leo and, unless indicated
below, the current business address for each individual listed below is c/o Suez
Lyonnaise des Eaux, 1, rue d'Astorg, 75008 Paris, France. Telephone
011-33-1-40-06-64-00. Each such person is, unless indicated below, a citizen of
France. Directors are identified by an asterisk.
<TABLE>
<CAPTION>
Name and Current Business Address Age Present Principal Occupation or Employment;
Material Positions Held During the Past Five Years
<S> <C> <C>
Philippe Brongniart* 60 Member of the Executive Board, Suez Lyonnaise des Eaux
(1997-present); Director, H2O Acquisition Co. (1999-present);
Director and President, Lyonnaise American Holding, Inc.
(1993-present); Director and President, Leo Holding Company
(1999-present); Executive Vice President, Lyonnaise des Eaux
(1993-1997).
Francois Jaclot* 50 Executive Vice President and Member of the Executive Board, Suez
Lyonnaise des Eaux (1997-present); Senior Executive Vice
President, Compagnie de Suez (1996-1997); Managing Partner,
Demachy Worms & Compagnie (1994-1995); Director, Societe General
de Belgique (1996-present); Director, GTM (1998-present);
Director, Sita (1998-present); Director, Elyo (1998-present);
Director, TPS (1998-present); Director, Banque Sofinco
(1996-present); Director, Suez Industrie (1996-present);
Director, M6 (1998-present); Director, Lyonnaise Communications
(1998-present); Director, Leo Holding Company (1999-present).
Patrick Buffet* 45 Executive Vice President, Suez Lyonnaise des Eaux (1998-present);
Director, H2O Acquisition Co. (1999-present); Director, Treasurer
and Secretary, Leo Holding Company (1999-present); Director of
International Holdings, Societe General de Belgique (1994-1998).
</TABLE>
3. Ownership of Shares by Directors and Executive Officers
To the best knowledge of LAH and Leo, none of the persons listed on
this Schedule II beneficially owns or has a right to acquire directly or
indirectly any Shares, and none of the persons listed on this Schedule II has
effected any transactions in the Shares during the past 60 days.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented as follows:
On October 19, 1999, Parent issued a press release announcing, among
other things, the extension of the period during which the Offer will remain
open. The full text of the press release is set forth in Exhibit (a)(15) and is
incorporated herein by reference.
Item 11. Material to be Filed as Exhibits.
Item 11 of the Schedule 14D-1 is hereby amended and supplemented to add
the following:
Exhibit Number Description
-------------- -----------
Exhibit (a)(15) Press release issued on October 19, 1999
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: October 19, 1999 Suez Lyonnaise des Eaux
By: /s/ FRANCOIS JACLOT
-----------------------
Name: Francois Jaclot
Title: Member of the Executive Board
Dated: October 19, 1999 Lyonnaise American Holding, Inc.
By: /s/ JOSEPH V. BOYLE
-----------------------
Name: Joseph V. Boyle
Title: Vice President
Dated: October 19, 1999 Leo Holding Company
By: /s/ PATRICK BUFFET
-----------------------
Name: Patrick Buffet
Title: Director
Dated: October 19, 1999 H2O Acquisition Co.
By: /s/ Philippe Brongniart
-----------------------
Name: Philippe Brongniart
Title: Director
SUEZ LYONNAISE DES EAUX NEWS
Tuesday, October 19, 1999
Suez Lyonnaise des Eaux Extends Nalco Tender Offer
Paris, France and Naperville, Illinois - Suez Lyonnaise des Eaux (Paris
Bourse: LY), a world leader in private infrastructure services, today announced
that it has extended the period for its tender offer for shares of Nalco
Chemical Company (NYSE: NLC), a leading provider of water treatment services and
products, to 12:00 midnight, New York City time, on Monday, November 8, 1999.
The offer by H2O Acquisition Co., a wholly owned subsidiary of Suez Lyonnaise,
had previously been scheduled to expire at 12:00 midnight on Tuesday, October
19, 1999.
Approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
from the U.S. Federal Trade Commission is still pending. Nalco and Suez
Lyonnaise are in the process of responding to a request from the U.S. Federal
Trade Commission for additional information and documents. The European
Commission granted clearance of the pending acquisition on August 24, 1999.
At the close of trading in New York on Monday, October 18, 1999,
45,014,081 shares of common stock of Nalco Chemical had been validly tendered in
connection with the offer. No shares had been tendered by guaranteed delivery.
With annual revenues of $32.5 billion, Suez Lyonnaise is a world leader
in private infrastructure services, with operations in more than 120 countries.
It is a market leader in the water sector, supplying drinking water to 85
million people and providing wastewater services to 57 million people. The three
international core business sectors of Suez Lyonnaise are: energy, water, and
waste services.
Based in Naperville, Illinois, outside of Chicago, Nalco Chemical
employs 7,000 people of which about 3,600 are engineers and technicians with
direct customer contact and 300 are researchers located in five R&D centers.
Contact: John Ferguson Graham Jackson Paul Cholette
Morrow & Co. for Nalco Chemical Nalco Chemical
Suez Lyonnaise (630) 305-1365 (630) 305-1147
(212) 754-8000
